Securities code: Changhong Meiling Co.Ltd(000521) , 200521 securities abbreviation: Changhong Meiling Co.Ltd(000521) , hongmeiling B Announcement No.: 2022020 Changhong Meiling Co.Ltd(000521)
Announcement on reducing registered capital and amending some provisions of the articles of Association
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Changhong Meiling Co.Ltd(000521) (hereinafter referred to as “the company” or “the company”) convened the 16th meeting of the 10th board of directors on March 29, 2022, deliberated and adopted the proposal on reducing registered capital and amending some provisions of the articles of association.
In view of the completion of the implementation of the plan for repurchasing some domestic listed foreign shares (B shares) of the company and the cancellation of the repurchased B shares, the company agrees to reduce the registered capital of the company from 1044597881 yuan to 1029923715 yuan, and agrees to amend the relevant provisions related to the registered capital and capital structure in the articles of association according to law. The relevant information is hereby announced as follows:
1、 Relevant information about the reduction of registered capital of the company
According to the company’s plan for repurchasing some domestic listed foreign shares (B shares) of the company, as of February 18, 2022, the company has repurchased 14674166 B shares of the company, and completed the cancellation procedures of the above repurchased B shares in Shenzhen Branch of China Securities Depository and Clearing Corporation on March 2, 2022. The total share capital of the company changes due to the cancellation of the repurchased B shares. The total share capital of the company is reduced from 1044597881 shares to 1029923715 shares, and the registered capital of the company will be reduced from 1044597881 yuan to 1029923715 yuan accordingly.
2、 Amendment of some articles of Association
According to the above reduction of registered capital and total share capital, the company plans to modify the relevant provisions of the articles of association accordingly. The specific modifications are as follows:
Original clause revised clause
Article 7 the registered capital of the company is RMB. Article 7 the registered capital of the company is RMB
1044597881 yuan. 1029923715 yuan.
Article 20 the share capital structure of the company is: total share capital Article 20 the share capital structure of the company is: total share capital 1044597881 shares, of which: A shares: 8817338811029923715 shares, of which: A shares: 881733881 shares, accounting for 84.41% of the total shares. B shares: 162864000 shares, accounting for 85.61% of the total shares. B shares: 148189834 shares, accounting for 15.59% of the total shares. Are ordinary shares. Shares, accounting for 14.39% of the total shares. Are ordinary shares.
Except for articles 7 and 20 above, other articles of the articles of association have not been changed.
The above proposals need to be submitted to the general meeting of shareholders of the company for deliberation. Meanwhile, the company requested the general meeting of shareholders to authorize the board of directors to go through relevant industrial and commercial change registration, filing and other procedures. The revision of the articles of association shall be subject to the contents approved by the industrial and commercial registration authority.
3、 Opinions of independent directors
The independent directors of the company believe that:
According to the company’s plan for repurchasing some domestic listed foreign shares (B shares) of the company, the total share capital of the company will be reduced from 1044597881 shares to 1029923715 shares due to the cancellation of B shares repurchased by the company according to law, and the registered capital of the company will be reduced from 1044597881 yuan to 1029923715 yuan accordingly. The company’s reduction of registered capital and the corresponding revision of the articles of association related to registered capital and capital structure comply with the relevant provisions of relevant laws and regulations such as the company law, the securities law, the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the deliberation and voting procedures of the board of directors are legal and compliant, without harming the company and shareholders, Especially the interests of minority shareholders. The company’s reduction of registered capital will not have a significant impact on the company’s debt performance ability, sustainable operation ability and shareholders’ equity, and will not lead to the company’s equity distribution not meeting the listing conditions, nor will it affect the company’s listing status. We agree to submit the proposal on reducing registered capital and amending some provisions of the articles of association to the general meeting of shareholders of the company for deliberation.
4、 Documents for future reference
1. The resolution of the 16th meeting of the 10th board of directors signed by the attending directors and stamped with the seal of the board of directors; 2. Changhong Meiling Co.Ltd(000521) independent directors’ independent opinions on relevant proposals of the 16th meeting of the 10th board of directors;
3. Other documents required by SZSE.
It is hereby announced
Changhong Meiling Co.Ltd(000521) board of directors March 31, 2002
